EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and effective January 22,
1997, by and between TELPLEX INTERNATIONAL COMMUNICATIONS, INC., an Arizona
corporation ("Corporation") and XXXX X. XXXXX ("Employee").
R E C I T A L S
A. Corporation is a wholly owned subsidiary of Wavetech, Inc., a NASDAQ
listed corporation registered in New Jersey ("Wavetech"). Corporation has
acquired certain goodwill, proprietary information and other assets (the
"Assets") of Telplex, Inc., an Arizona corporation ("Telplex") pursuant to that
certain Asset Purchase Agreement between Corporation, Wavetech, Telplex and
Employee dated effective January 1, 1997 ("Asset Agreement"). Telplex was
engaged in the switchless long distance reselling business, and is being
dissolved pursuant to the Asset Agreement.
B. As part of the consideration for Corporation's agreement to purchase
the Assets from Telplex, Employee has agreed to act as the President and CEO of
Corporation pursuant to the terms of this Employment Agreement, including the
restrictive covenants described herein.
C. For good and valuable consideration, consisting of the mutual covenants
contained herein, the parties agree as follows:
1. TERM OF EMPLOYMENT. Corporation agrees to employ Employee as the
President, chief executive officer and administrator of Corporation, and
Employee hereby accepts such employment in accordance with the terms of this
Agreement. The term of employment shall commence on January 22, 1997, and shall
continue until August 31, 2000, unless sooner terminated or extended as provided
herein ("Initial Term"). Unless previously terminated pursuant to the terms
hereof, this Agreement shall be extended for successive periods of one (1) year.
Nothing contained herein shall be construed to require Corporation to offer
employment to Employee following the expiration or termination of the Original
Term, or any extended term hereof, or to require Employee to accept such
employment. Unless otherwise agreed in writing, the base salary payable to
Employee and all other terms and conditions of employment during any extended
terms shall be the same as those in effect at the end of the applicable term
prior to the extension. Moreover, in the event that this Agreement is not
extended, it shall remain in full force and effect until terminated by either
party pursuant to the terms hereof, and the restrictive covenants described in
Section 9 shall continue in effect not withstanding the termination of this
Agreement.
2. DUTIES OF EMPLOYEE
2.1 General Duties: During the term of this Agreement, Employee
agrees to serve as the president and chief executive officer of Corporation. In
this capacity, Employee shall be responsible, subject to the direction of the
Corporation's Board of Directors and Wavetech's President, for developing,
managing and implementing business plans related to the operation of the
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Corporation and for the day to day administration and management of the
Corporation. Employee's duties shall include, but are not limited to, (i) the
development and implementation of marketing and sales strategies for the
Corporation, (ii) the expansion of the Corporation into related areas and
markets, both domestically and internationally, (ii) the creation of policies
and procedures for the Corporation, (iv) the creation and implementation of
budgets of the Corporation, (v) the hiring, firing and supervision of the
Corporation's employees, and (vi) achieving targets and goals for the
Corporation set by the Corporation's Board of Directors. All such duties shall
be subject to the control of the Corporation's Board of Directors and Wavetech's
president, and Employee shall perform such duties for the Corporation as may
from time to time be required of him by the articles of incorporation and bylaws
of the Corporation, or assigned to him by the Board of Directors of the
Corporation, without further compensation except as provided for in this
Agreement.
2.2 Other Business Activities: Employee agrees that he shall
devote his best efforts, energies and skills to the discharge of his duties and
responsibilities hereunder. Employee agrees that during the term of his
employment he shall devote his full business time and attention to the business
and affairs of the Corporation and shall not, directly or indirectly, engage or
participate in (whether as owner, partner, proprietor or otherwise), invest in,
lend to or become an officer, director, or shareholder of, or become employed
by, or render advisory consulting or other services in connection with, any
other business enterprise, including, without limitation, competing enterprises,
except for such activities that are consistent with the interests of the
Corporation and Wavetech and that are approved of in writing in advance by the
Board of Directors of the Corporation. Nothing contained herein shall restrict
Employee from devoting such time as may be reasonably necessary in connection
with his personal investments and activities that are not inconsistent with the
foregoing, provided such activities do not interfere with the performance of his
duties and responsibilities hereunder.
2.3 Restrictions: Employee may not, without the prior approval of
the Corporation's Board of Directors (a) cause the Corporation to incur debt
other than short term operating debt incurred in the ordinary course of
business; (b) cause the Corporation to purchase any real property or enter into
any lease of real property, (c) cause the Corporation to purchase or lease any
personal property except in the ordinary course of business; or (d) cause the
Corporation to make capital expenditures without the consent of a representative
of Wavetech or its affiliate Interpretel, Inc., designated by the Corporation's
board of directors.
3. COMPENSATION. Employee will be paid compensation during this Agreement
as follows:
3.1 Base Salary. A base salary of Seventy Thousand Dollars
($70,000.00) per year, payable by the Business and in semi-monthly installments
according to the regular payroll schedule for the Business ("Salary"). In the
event this Agreement is not sooner terminated, the Base Salary may be adjusted
at the end of each year ("Anniversary Date") of employment at the sole
discretion of Corporation's Board of Directors; plus,
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3.2 Stock Option Incentive. In addition to the Salary, Employee
shall be eligible to exercise on the applicable Vesting Date (as defined below)
common stock options ("Stock Options") to purchase up to four hundred thousand
(400,000) shares of Wavetech's common stock ("Shares") as publicly traded on
NASDAQ, by payment of an option price equal to the price of the Wavetech stock
as of the closing bid of the stock on January 31, 1997, being the date fifteen
(15) days from and after the filing with NASDAQ of the Corporation's employee
stock option incentive plan. The Stock Options may be exercised only after
Corporation has made all filings with NASDAQ required under its rules have been
made and only if all Gross Revenue Requirements (as defined below) to the
exercise of the Stock Options have been met by Employee and only upon the
vesting of the Stock Options by Employee's continued employment with the
Corporation on the following dates and pursuant to the following vesting
schedule:
100,000 Shares on August 31, 1997;
100,000 Shares on August 31, 1998;
100,000 Shares on August 31, 1999; and
100,000 Shares on August 31, 2000 (the "Vesting Dates")
Employee's right to exercise the Stock Options on the Vesting Dates is subject
to Employee's continued employment with Corporation on the applicable Vesting
Date and upon satisfaction of each of the following "Gross Revenue
Requirements":
(i) For the August 31, 1997 Vesting Date, the Corporation
shall have achieved at least five million dollars
($3,500,000.00) in gross revenues by such date, as
determined by generally accepted accounting principles
("GAAP").
(ii) For the August 31, 1998 Vesting Date, the Corporation
shall have achieved at least six million, five hundred
thousand dollars ($5,000,000.00) in gross revenues for
the fiscal year ending August 31, 1998, as determined
by GAAP;
(iii) For the August 31, 1999 Vesting Date, the Corporation
shall have achieved at least eight million, four
hundred and fifty thousand dollars ($6,500,000.00) in
gross revenue for the fiscal year ending August 31,
1999, as determined by GAAP.
(iv) For the August 31, 2000 Vesting Date, the Corporation
shall have achieved at least ten million, nine hundred
and eighty five thousand dollars ($8,450,000.00) in
gross revenue for the fiscal year ending August 31,
2000, as determined by GAAP.
Each of the Gross Revenue Requirements is independent of the other Gross Revenue
Requirements, and if Employee fails to achieve a Gross Revenue Requirement for
one of the Vesting Dates and is thus ineligible to exercise the applicable Stock
Option available on such date, then Employee may
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still exercise the Stock Option(s) available on the other Vesting Dates,
assuming continued employment and the achievement of the Gross Revenue
Requirement on such later Vesting Date(s). For example, if Employee fails to
achieve the Gross Revenue Requirement for the August 31, 1997 Vesting Date, but
achieves the Gross Revenue Requirement for the August 31, 1998 Vesting Date,
then Employee shall be not be eligible to exercise the 100,000 shares of Stock
Options which vest on August 31, 1997, but shall be eligible to exercise the
100,000 shares of Stock Options which vest on August 31, 1998, and the Stock
Options which vest in subsequent years, assuming the Gross Revenue Requirements
have been met for such subsequent years.
Employee may exercise all vested Stock Options at any time after the vesting
period, provided Employee remains an employee of the Corporation. Subject to the
terms of Section 6, below, if Employee's employment with Corporation is
terminated for any reason, whether voluntarily or involuntarily, then Employee
shall have sixty (60) days from such termination date to exercise the Stock
Options as to all vested Shares, and Stock Options as to nonvested Shares will
be canceled effective the date of termination. Any Stock Options for vested
Shares which are not exercised within sixty (60) days of Employee's termination
of employment expire and shall be of no further force or effect.
4. BENEFITS. During Employee's employment hereunder, Employee
shall be entitled to participate in any health insurance, employee benefit
plans, and paid vacation, if any, made available by the Corporation to its
employees, all in accordance with the Corporation's policies concerning such
plans and benefits, and in the sole discretion of the Corporation's Board of
Directors. Employee acknowledges and agrees that such benefits may vary with
duties, salary and length of employment, and that they may from time to time be
modified or terminated, in the sole discretion of the Board of Directors of the
Corporation.
5. EXPENSES. In connection with his employment hereunder,
Employee may be required to incur reasonable travel, entertainment and other
business expenses. If such expenses are approved, in the sole discretion of the
Board of Directors of the Corporation, the Corporation will reimburse Employee
for such expenses incident to the performance of his duties and responsibilities
hereunder, upon submission by Employee to the Corporation of vouchers or expense
statements satisfactorily evidencing the expenses for which reimbursement is
sought.
6. PAYMENTS ON DEATH. In the event of Employee's death during the
term of employment, the personal representative of Corporation's estate shall be
entitled to (i) receive the Salary provided for in Section 3 hereof through the
end of the month in which Corporation's death occurs, and (ii) exercise all
vested Stock Options which are fully vested on the date of Employee's death,
including, if the Gross Revenue Requirement for the year in which death occurs,
the Stock Option to become vested in the year of death, regardless of whether
death occurs prior to or subsequent to the August 31 Vesting Date of that year,
subject, however, to the restrictions described in Section 3.2. Payment to
Employee's personal representative or exercise by Employee's personal
representative of the fully vested Stock Options shall be a full discharge and
release of the Corporation of and from any further obligations pursuant to this
Agreement, except with respect to any rights of Employee in any pension or
profit sharing plans of the Corporation, if applicable.
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7. TERMINATION FOR CAUSE.
7.1 The Corporation shall have the right to terminate the
employment of Employee hereunder for cause at any time for any of the following
reasons:
(a) Employee shall be convicted, by a court of competent and
final jurisdiction, of any crime (whether or not involving the
Corporation or any of its affiliates) that constitutes a felony in the
jurisdiction involved.
(b) Employee shall commit any act of fraud,
misappropriation, embezzlement, unethical business conduct, or other
act of dishonesty, against the Corporation or any of its affiliates,
or shall materially breach a fiduciary obligation to the Corporation
or any of its affiliates.
(c) Employee shall materially breach this Agreement; or
(d) The liquidation of the Corporation.
7.2 In the event that the employment of Employee shall be terminated
by the Corporation for cause pursuant to this Section 7, Employee shall be
entitled to receive the salary provided for in Section 3 hereof through the end
of the pay period in which such termination occurs. Such salary shall be a full
discharge and release of the Corporation of and from any other or further
obligations pursuant to this Agreement, except with respect to any vested rights
of Employee in any pension or profit sharing plans of the Corporation. In the
event of termination of this Agreement and Employee's employment for cause as
described in this Section 7, all unexercised Stock Options shall be terminated
and void.
7.3 Notwithstanding anything to the contrary in this Agreement,
nothing contained in this Section 7, or any act done, or payment accepted
pursuant hereto shall constitute a wavier or release by the Corporation of any
rights, claims or remedies it may have against Employee for acts or omissions
that may give rise to an event causing termination of this Agreement pursuant to
this Section 7.
8. TERMINATION WITHOUT CAUSE. Employee agrees and understands that he is an
employee at will of the Corporation, and that Employee's employment may be
terminated by the Corporation as provided herein. Notwithstanding any language
in this Agreement to the contrary, this Agreement may be terminated by either
party, without cause, upon two (2) weeks written notice. In the event this
Agreement is terminated by the Corporation without cause, Employee shall be
entitled to receive the Salary described in Section 3.1 hereof for the two (2)
week period after such notice ("Severance Pay") and all Stock Options shall
immediately vest and may be exercised by Employee within sixty (60) days
thereafter, notwithstanding any language to the contrary in Section 3; provided,
however, that the Corporation may elect to discharge the Employee immediately,
subject to the Corporation's obligation to pay Employee the Severance Pay and
allow Employee to exercise the Stock Options for a period of sixty days. Payment
of such Severance Pay shall be a full
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discharge and release of the Corporation of and from any other or further
obligations pursuant to this Agreement, except with respect to Employee's right
to exercise any vested Stock Options and any vested rights of Employee in any
pension or profit sharing plans of the Corporation, if applicable. The Employee
benefits (to the extent allowed by the terms of the applicable contracts)
provided pursuant to Section 4 hereof shall continue until the end of the two
(2) week Severance Pay period described above.
9. RESTRICTIVE COVENANT AND ANTIPIRACY CLAUSE.
9.1 Employee acknowledges that Wavetech and the Corporation would not
have entered into the Asset Agreement (or have issued to Employee 450,000 shares
of Wavetech common stock as described therein) or have given Employee the Stock
Option incentive described in Section 3 of this Agreement, unless Employee had
agreed to enter into this Employment Agreement and the restrictive covenants
described herein. The Corporation is also making Employee the President, CEO and
principal administrator of the Corporation's office, and Employee will be the
Corporation's and Wavetech's principal contact with clients in the industry.
9.2 For the reasons set forth in Section 9.1, Employee agrees and
acknowledges that the Corporation and Wavetech would be irreparably harmed if,
upon termination of employment with the Corporation, Employee competed directly
or indirectly with the Corporation or Wavetech. Accordingly, Employee agrees
that during the term of this Agreement and any extensions hereof, and for a
period of two (2) years after Employee's employment with the Corporation is
terminated for any reason whatsoever, Employee shall not, in any state or
foreign country where the Corporation is then doing business or in any other
market where the Corporation is then doing business ("Restricted Area"),
directly or indirectly, engage in any business which is competitive with or
deceptively similar to that of the Corporation or Wavetech on the date of such
termination. For purposes of this subparagraph, a business shall be deemed to be
competitive with or deceptively similar to that of the Corporation or Wavetech
if such business involves (i) the reselling of switchless long distance minutes,
(ii) wholesale or retail national or international voice or data long distance
reselling activities, (iii) the national or international sale of pre-paid
calling cards, (iv) the national or international sale of long distance calling
cards in kiosks, arcades or similar locations, (v) the transfer of international
bank notes, or (vi) any other business activity in which the Corporation or
Wavetech is engaged at the time of termination of Employee's employment.
9.3 In the event, upon the termination of employment with the
Corporation and for two (2) years thereafter, Employee violates the restrictive
covenant described in Section 9.1 above by directly or indirectly competing with
the Corporation in the Restricted Area, then Employee agree to pay to the
Corporation liquidated damages equal to all profits, fees, commissions, and
other income, whether deferred or otherwise, received by Employee, or by any
business entity owned or controlled by Employee within two (2) years following
Employee's termination of employment with the Corporation.
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9.4 Employee expressly acknowledges that the Corporation has entered
into the Asset Agreement and has offered the position described in this
Agreement to Employee based on Employee's agreement not to compete with the
Corporation. Upon Employee's termination of employment, for whatever reason,
Employee agrees and acknowledges that the subject matter, territorial and time
restrictions contained in this Section 9 are reasonable and are properly
required for the protection of the Corporation and Wavetech, and that such
restrictions will not impose any undue hardship on Employee. Further, Employee
agrees and acknowledges that it would be difficult, if not impossible, to
determine the exact damages which would be suffered by the Corporation upon a
breach by Employee of the restrictive covenant, and, consequently, that the
liquidated damages described in Section 9.3 represent a reasonable and good
faith estimate of the damages which would actually be incurred by the
Corporation.
9.5 Employee agrees that all confidential information (including, but
not limited to, customer lists, contracts or other agreements with long distance
telephone suppliers, financial statements, pricing policies, employment
agreements, policy manuals, trade secrets, systems, procedures and manuals)
relating to the Corporation, Wavetech and its affiliates, if any, shall be
retained in confidence. Accordingly, Employee agrees that he will not, during or
after the term of employment hereunder, except if required in connection with
his duties with the Corporation, disclose any confidential information relating
to the business of the Corporation, or any of its affiliates, to any individual
or entity. The provisions of this subsection shall not apply to information
which Employee is required to disclose by order of a court of competent
jurisdiction, but only to the extent specifically ordered by such court. When
reasonably possible, Employee shall give the Corporation prior written notice of
such required disclosure so that the Corporation has the opportunity to seek a
protective order if it deems it appropriate.
9.6 Without limiting the generality of the foregoing, Employee
acknowledges and agrees that memoranda, notes, records and any other written,
recorded, taped or graphic matters made or compiled by Employee, or made
available to Employee during the term of her employment, concerning the business
of the Corporation, including, but not limited to, any customer lists or other
trade secrets, shall be the Corporation's property and shall be delivered by
Employee to the Corporation upon termination of his employment and at any other
time at the Corporation's request.
9.7 Employee agrees that, for a period of two (2) years after the
expiration or termination of his employment hereunder, he will not, directly or
indirectly (i) induce any person employed by the Corporation or Wavetech to
leave such employment; or (ii) solicit the employment of any such person on his
own behalf or on behalf of any other individual or entity; or (iii) knowingly
and willfully endeavor on his own behalf, or on the behalf of any other
individual or entity, to interfere with any of the Corporation's or Wavetech's
existing or prospective business relationships.
9.8 The provisions of this Section 9 shall survive the termination or
expiration of Employee's employment hereunder, regardless of the reason for
termination.
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9.9 If any of the restrictions contained in this Section 9 are
hereafter construed to be invalid or unenforceable, such invalidity or
unenforceability shall not affect the remainder of the restrictions, which shall
be given full effect, without regard to the invalid or unenforceable portions.
Furthermore, if the scope of any restriction contained in this Section 9 is too
broad to permit enforcement of such restriction to its full extent, then such
restriction shall be enforced to the maximum extent permitted by law, and
Employee hereby consents and agrees that such scope may be judicially modified
accordingly in any proceeding brought to enforce such restriction.
9.10 If Employee violates any restriction contained in this Section 9
and the Corporation or Wavetech brings legal action for injunctive or other
relief, the Corporation and Wavetech shall not, as a result of the time involved
in obtaining the relief, be deprived of the benefit of the full period of any
restriction specified herein.
10. TRANSACTIONS OFFERED TO THE CORPORATION. During the term of his
employment hereunder, Employee agrees to bring to the attention of the Board of
Directors of the Corporation and offer to the Corporation, all proposals,
business opportunities or investments of whatever nature, in areas in which the
Corporation or Wavetech conduct business, which opportunities are created or
devised by Employee or come to the attention of Employee and which might
reasonably be expected to be of interest to the Corporation, Wavetech or any of
its affiliates.
11. EMPLOYEE'S REPRESENTATIONS AND WARRANTIES. Employee represents and
warrants that he is not under any obligation, contractual or otherwise, to any
other individual or entity that would prohibit or impede him from performing his
duties and responsibilities hereunder and that he is free to enter into and
perform the terms of this Agreement. Employee hereby indemnifies and holds
harmless the Corporation, Wavetech and all of their officers, directors,
stockholders, agents and employees with respect to the representations and
warranties set forth in this Section 11. The provisions of this Section 11 shall
survive the termination or expiration of Employee's employment hereunder,
regardless of the reason for termination.
12. REMEDIES; INJUNCTION. Employee acknowledges that the services to be
rendered by him are of a special, unique and extraordinary character, and that
in connection with such services, he will have access to confidential
information vital to the Corporation's business. Accordingly, Employee consents
and agrees that if he violates any of the provisions of Section 9 hereof, the
Corporation would sustain irreparable harm. Therefore, in addition to any other
remedies that the Corporation may have under this Agreement or otherwise, the
Corporation shall be entitled to apply to any court of competent jurisdiction
for an injunction restraining Employee, or any of his agents, representatives or
persons acting directly or indirectly for Employee from committing or continuing
any such violation of this Agreement. The Corporation shall also be entitled to
an accounting and repayments of profits, compensation, commissions, remuneration
or other benefits Employee, directly or indirectly, has realized and/or may
realize as a result of, growing out of, or in connection with any violations of
this Agreement. Nothing in this Agreement shall be construed as prohibiting the
Corporation from pursuing any other remedy or remedies at any time, or from time
to time at law or in equity, in whole or in part, concurrently or successively ,
including, without
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limitation, recovery of damages. Any action for injunctive relief or to compel
arbitration of a dispute as provided in Section 21 may be brought, in the
Corporation's discretion, in any court of competent jurisdiction in Maricopa
County or Pima County, Arizona. The provisions of this Section 12 shall survive
the termination or expiration of Employee's employment hereunder, regardless of
the reason for termination.
13. INTEGRATION; AMENDMENT; ASSIGNMENT. This Agreement supersedes any and
all prior agreements and understandings between the parties concerning the
employment of Employee by the Corporation, including, but not limited to the
Memorandum of Understanding dated December 5, 1996, and this Agreement
constitutes the complete understanding between the parties with respect to the
employment of Employee. This Agreement may not be altered, modified or amended,
except by written approval of a majority of the Board of Directors of the
Corporation and by written instrument signed by each of the parties hereto.
14. WAIVER. Waiver, or successive waivers, by any party hereto of any
breach or default by the other party hereto of any of the terms of this
Agreement shall not operate as a waiver of any other breach or default, whether
similar to or different from the breach or default waived.
15. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, addressed to the other
party hereto at the addresses set forth below.
If to Employee: Xxxx Xxxxx
--------------------------------
--------------------------------
If to Corporation: c/o Wavetech, Inc.
Attention: Xxxxxx Xxxxx
0000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
Notices are effective upon delivery to the notice addresses set forth above.
Either party may change the address to which notices, requests, demands and
others communications hereunder shall be directed, by giving written notice of
such change of address to the other party in the manner set forth
above.
16. BINDING AGREEMENT. This Agreement shall inure to the benefit of and
shall be binding upon the heirs and personal representative of Employee and
shall inure to the benefit of and be binding upon the Corporation and its
successors and assigns. Notwithstanding the foregoing, the Corporation shall be
entitled to assign this Agreement in connection with the merger or consolidation
of the Corporation with another Corporation or the sale of all or substantially
all of the assets and business of the Corporation to another Corporation or
business entity.
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17. HEADINGS. The paragraph headings of this Agreement are for --------
convenience of reference only, and shall not expand, identify, limit or define
the text hereof.
18. SEVERABILITY. In the event that any one or more of the provisions of
this Agreement shall be invalid, illegal or unenforceable in any respect, in
whole or in part, the validity, legality and enforceability of the remainder of
the provisions contained herein shall not in any way be affected thereby.
19. RECOVERY OF FEES AND COSTS. In the event suit is brought (or
arbitration instituted), or an attorney is retained by either party to this
Agreement or by Wavetech to enforce the terms of this Agreement or to collect
any money due hereunder, or to collect money damages for breach hereof, the
prevailing party shall be entitled to recover, in addition to any other remedy,
reimbursement for reasonable attorney's fees, court costs, costs of
investigation and other related expenses incurred in connection therewith.
20. CONTROLLING LAW. This Agreement shall be governed by and construed in
accordance with the laws and judicial decisions of the State of Arizona.
21. ARBITRATION. The parties agree that they will use their best efforts to
resolve any dispute arising out of or relating to this Agreement. Except for any
injunctive relief authorized pursuant to Section 9 hereof, any controversy,
claim or dispute that cannot be resolved shall be settled by final binding
arbitration in accordance with the rules of the American Arbitration
Association, or such other arbitration rules as the parties may agree upon, and
judgment upon the award rendered by the arbitrator or arbitrators shall be
binding on the parties thereto and may be entered in any court of competent
jurisdiction. Any such arbitration shall be conducted in Tucson, Arizona, or
such other place as may be mutually agreed upon by the parities. Within fifteen
(15) days after the commencement of the arbitration, each party shall select one
person to act as arbitrator, and the two arbitrators so selected shall select a
third arbitrator within ten (10) days of their appointment. Each party shall
bear its own costs and expenses and an equal share of the arbitrator's expenses
and administrative fees of arbitration. Notwithstanding the above, Corporation
shall be entitled to seek injunctive relief from any court of competent
jurisdiction as provided in Section 12 to enforce the restrictive covenants
described in Section 9.
22. APPROVAL BY WAVETECH STOCKHOLDERS. Employee acknowledges and agrees
that the Stock Options described in Section 3 hereof must be approved by the
shareholders of Wavetech, a public company. It is anticipated that such approval
will occur at Wavetech's annual general meeting scheduled for February 21, 1997.
If such approval does not occur, then Employee may terminate this Agreement,
provided all compensation paid to Employee pursuant to the Asset Agreement or
pursuant to this Agreement, other than earned Salary, is returned or transferred
by Employee to Wavetech or Corporation, as applicable.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date stated in the introductory paragraph.
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CORPORATION TELPLEX INTERNATIONAL
COMMUNICATIONS, INC.,
an Arizona corporation
By:
-------------------------------------
Its:
------------------------------------
EMPLOYEE ------------------------------------
Xxxx Xxxxx
APPROVED AND ACCEPTED WAVETECH, INC., a New Jersey corporation
By:
-------------------------------------
Its:
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